-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HJyIfbt19+laY4wu9GOruY3aNZ8/ObefO8123ktpDmBsg+MCpARMxdzHPAybuG1B U/e0yH7GkgWGRQgQn6WH+Q== 0000950103-99-001026.txt : 19991123 0000950103-99-001026.hdr.sgml : 19991123 ACCESSION NUMBER: 0000950103-99-001026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991119 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERRILL CORP CENTRAL INDEX KEY: 0000790406 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 410946258 STATE OF INCORPORATION: MN FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-14082 FILM NUMBER: 99761728 BUSINESS ADDRESS: STREET 1: ONE MERRILL CIRCLE STREET 2: ENERGY PARK CITY: ST PAUL STATE: MN ZIP: 55108 BUSINESS PHONE: 6126464501 FORMER COMPANY: FORMER CONFORMED NAME: MERRILL CORP/FA DATE OF NAME CHANGE: 19930915 8-K 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 19, 1999 MERRILL CORPORATION (Exact name of registrant as specified in its charter) -------------------- Minnesota 0-14082 41-0946258 (State or other (Commission (IRS Employer jurisdiction File no.) Identification No.) of incorporation) One Merrill Circle, St. Paul, Minnesota 55108 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (651) 646-4501 ================================================================================ Item 5. Other Events On July 14, 1999, Merrill Corporation (the "Company") and Viking Merger Sub, Inc., a newly formed affiliate of DLJ Merchant Banking Partners II, L.P. ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which Merger Sub will merge with and into the Company, with the Company as the surviving corporation (the "Merger"). As a result of the Merger, each share of common stock of the Company outstanding immediately prior to the Merger will be converted into the right to receive $22.00 in cash. In addition, immediately prior to the Merger, 909,091 shares of common stock held by John W. Castro and 70,000 shares of common stock held by Rick R. Atterbury will be converted into new Class B common stock, which will remain outstanding after the Merger. The Merger will be financed in part by proceeds from the issuance by Merger Sub of shares of common stock, preferred stock and warrants to DLJ Merchant Banking Partners II, L.P. and certain other investors. On November 19, 1999, the Company and Merger Sub entered into Amendment No. 1 to the Merger Agreement in order to clarify that each warrant of Merger Sub outstanding immediately prior to the consummation of the Merger will, upon the consummation of the Merger, be converted into a warrant to acquire shares of Class B common stock, par value $0.01 per share, of the Company. The Merger will require the approval of the Company's shareholders at a meeting on November 23, 1999. Item 7. Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired Not applicable. (b) Pro Forma Financial Information Not applicable. (c) Exhibits 2 Exhibit No. Description - --------------- --------------------------------------------------------- 2.1 Agreement and Plan of Merger dated as of July 14, 1999 between Merrill Corporation and Viking Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 1999). 2.2 Amendment No. 1 dated November 19, 1999 to the Agreement and Plan of Merger dated as of July 14, 1999. 2.3 Voting Agreement dated as of July 14, 1999 by and among Merrill Corporation, Viking Merger Sub, Inc., John W. Castro and Rick R. Atterbury (incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 1999). 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MERRILL CORPORATION (Registrant) By: /s/ STEVEN J. MACHOV ---------------------------------------------- Steven J. Machov Vice President, General Counsel and Secretary Dated: November 22, 1999 4 EX-2.2 2 AMENDMENT NO. 1 TO AGT. AND PLAN OF MERGER EXHIBIT 2.2 AMENDMENT AGREEMENT Amendment No. 1 This Amendment No. 1 dated November 19, 1999 to the Agreement and Plan of Merger dated as of July 14, 1999 between Merrill Corporation, a Minnesota corporation (the "Company"), and Viking Merger Sub, Inc., a Minnesota corporation ("Merger Sub") (the "Merger Agreement"). 1. Section 1.02(e) of the Merger Agreement is hereby amended by deleting the words "a warrant to acquire shares of common stock, par value $.01 per share of the Surviving Corporation" and inserting in place thereof the words "a warrant to acquire shares of Class B Common Stock of the Surviving Corporation". 2. Except as amended hereby the Merger Agreement shall continue in full force and effect. 3. All references in the Merger Agreement to "this Agreement" or words of like import shall be deemed to mean the Merger Agreement as amended hereby. In witness whereof the parties hereof have caused this amendment to the Merger Agreement to be duly executed by their respective authorized officers as of the day and year first above written. MERRILL CORPORATION By: /s/ STEVEN J. MACHOV --------------------------------------- Steven J. Machov Vice President, General Counsel and Secretary VIKING MERGER SUB, INC. By: /s/ WILLIAM F. DAWSON --------------------------------------- William F. Dawson President and Treasurer 2 -----END PRIVACY-ENHANCED MESSAGE-----